Exhibit
2.4   FIRST
AMENDMENT
 
 TO
 
 ASSET
PURCHASE AND SALE AGREEMENT
 Woodford
Area
 
 between
 
 Linn
Energy Holdings, LLC
 Mid-Continent,
I, LLC
 Mid-Continent
II, LLC
 Linn
Operating, Inc.
 As
“Sellers”
 
 and
 
 Devon
Energy Production Company, LP
 As
“Buyer”
 
 This
First Amendment to the Asset Purchase and Sale Agreement (this “Amendment”) is
executed on this 4th day of December, 2008 but effective as of the 9th day of
October, 2008, by and between Linn Energy Holdings, LLC, a Delaware limited
liability company, Mid-Continent I, LLC, a Delaware limited liability company,
Mid-Continent II, LLC, a Delaware limited liability company, and Linn Operating,
Inc., a Delaware corporation, (collectively “Sellers”), and Devon Energy
Production Company, LP, an Oklahoma limited partnership (“Buyer”).  Sellers
and Buyer are sometimes referred to collectively as the “Parties” and
individually as a “Party.”
  RECITALS:
  The
Parties have entered into that certain Asset Purchase and Sale Agreement dated
as of October 9, 2008 (the “Agreement”),
providing for the sale by Sellers to Buyer of the Assets.
  The
Parties desire to amend the Agreement to, among other things, correct the
Exhibit C to the Agreement.
  NOW,
THEREFORE, in consideration of the premises and of the mutual promises,
representations, warranties, covenants, conditions and agreements contained
herein, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
  1.           Definitions.  Capitalized
terms used but not otherwise defined herein shall have the meaning given to
those terms in the Agreement.
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  2.           Amendments.  The
Agreement is hereby amended as follows:
  a.           Section
2.1 is revised in its entirety to read as follows:
  In
consideration of the sale of the Properties by Sellers to Buyer, Buyer shall pay
to Sellers cash in the amount of Two Hundred Twenty-Eight Million, One Hundred
Seventy-Five Thousand, One Hundred Fifty Six
Dollars  ($228,175,156)  (the “Purchase
Price”).  The Purchase Price, as adjusted pursuant to this
Article II and
the other applicable provisions hereof, is herein called the “Adjusted Purchase
Price”.
 
 b.           In
Section 2.4, the words “cash equal to five percent (5%) of the Purchase Price as
a deposit” are replaced with the following:
  cash
equal to Eleven Million, Four Hundred Fifty-Six Thousand, Seven Hundred
Fifty-Eight Dollars ($11,456,758) of the Purchase Price as a
deposit
 
  c.           Section
8.4 is revised in its entirety to read as follows:
  If
Sellers and Buyer are unable to reach an agreement as to whether a Title Defect
or Title Benefit exists, or if it does exist, the Title Defect Amount
attributable to such Title Defect, or Title Benefit Amount attributable to such
Material Title Benefit, or have disputes relating to Post-Closing Title Defects
or Post-Closing Title Issues pursuant to Section 8.5(b) (a “Defect Dispute”), each party
shall have the right to submit each Defect Dispute to an independent expert (the
“Independent Expert”),
who shall serve as sole arbitrator.  The Independent Expert shall be
appointed by mutual agreement of Sellers and Buyer from among candidates
(including lawyers) with experience and expertise in the area that is the
subject of such Defect Dispute, and failing such agreement, such Independent
Expert for such Defect Dispute shall be selected in accordance with the
Commercial Arbitration Rules of the AAA (the “Rules”).  Defect
Disputes to be resolved by an Independent Expert shall be resolved in accordance
with mutually agreed procedures and rules and failing such agreement, in
accordance with the Rules.  The Independent Expert shall be instructed
by the parties to resolve such Defect Dispute as soon as reasonably practicable
in light of the circumstances.  The decision and award of the
Independent Expert shall be binding upon the parties as an award under the
Federal Arbitration Act and final and nonappealable to the maximum extent
permitted by Applicable Law, and judgment thereon may be entered in a court of
competent jurisdiction and enforced by any party as a final judgment of such
court.  Notwithstanding any Defect Dispute, all Properties subject to
such Defect Dispute shall be sold, transferred and conveyed at the Closing to
Buyer, subject to and in accordance with this Agreement.
 
 d.           Section
8.5 is revised in its entirety to read as follows:
  (a)  The
Purchase Price shall be adjusted downward by the aggregate Title Defect Amounts
less the aggregate Title Benefit Amounts.
  (b)
Notwithstanding anything herein to the contrary, (i) if Sellers are unable to
cure a Title Defect (a “Post-Closing Title Defect”) on
or prior to Closing, Sellers shall have the option, by notice in writing to
Buyer on or before Closing, to attempt to cure such Post-Closing
Defect
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  within
the 90-day period commencing with the Closing Date (the “Defect Cure Period”); or (ii)
if Sellers and Buyer are unable to reach agreement as to (A) whether a Title
Defect exists, or (B) if a Title Defect does exist, the Title Defect Amount
attributable to such Title Defect (a “Post-Closing Title Issue”),
Sellers and Buyer may agree to attempt to reach agreement on the Post-Closing
Title Issue within the forty-five (45) day period commencing on the Closing Date
(the “Title Issue Cure
Period”).  In such event, the transactions contemplated hereby
will close as provided herein, including the sale, transfer and conveyance of
the affected Properties to Buyer, but an amount equal to the applicable Title
Defect Amount to which the Post-Closing Title Defect pertains or the estimated
potential Title Defect Amount to which the Post-Closing Title Issue pertains
shall be deducted from the Adjusted Purchase Price otherwise payable at Closing
and paid into an escrow account (the “Defects Escrow”) established
with a federally insured savings or banking institution mutually acceptable to
Buyer and Sellers (the “Defects
Escrow Agent”) pursuant to the terms of an escrow agreement in a form
acceptable to the Defects Escrow Agent and reasonably acceptable to Buyer and
Sellers (the “Defects Escrow
Agreement”).  The amount deposited into the Defects Escrow with
respect to a Post-Closing Title Defect or Post-Closing Title Issue will remain
therein until released as provided in Section 8.5(c).
  (c)  Buyer
will act in good faith and reasonably cooperate with the Sellers after the
Closing to cure a Post-Closing Title Defect or resolve a Post-Closing Title
Issue; provided, that Buyer shall not be required to expend any monies in
connection therewith and Sellers shall conduct their activities so as to not
unreasonably interfere with Buyer’s operations.  If Sellers and Buyer
mutually agree that a Post-Closing Title Defect has been cured or a Post-Closing
Title Issue has been resolved in favor of Seller, then within two Business Days
after such determination, the amount withheld in the Defects Escrow with respect
thereto (together with any interest earned thereon) shall be released to Sellers
in accordance with the terms of the Defects Escrow Agreement.  If
Sellers and Buyer mutually agree that a Post-Closing Title Defect has been
partially cured or that a Post-Closing Title Issue has been partially resolved,
then Sellers and Buyer shall mutually determine the portion of the amount
retained in the Defects Escrow with respect thereto (together with any interest
earned thereon) that should be paid to Buyer to compensate it for the uncured or
unresolved portion thereof (together with interest earned thereon), and the
remaining portion of such amount shall be released to Sellers (together with any
interest earned thereon) in accordance with the terms of the Defects Escrow
Agreement.  If Sellers and Buyer mutually agree that a Post-Closing
Title Defect has not been cured, then within two Business Days after such
determination, the amount withheld in the Defects Escrow with respect thereto
(together with any interest earned thereon) shall be released to Buyer in
accordance with the terms of the Defects Escrow Agreement.  If, (i) at
the end of the Defect Cure Period, Sellers have been unable to cure a
Post-Closing Defect (and there is no dispute as to whether or not it has been
cured), or (ii) at the end of the Title Issue Cure Period, the Post-Closing
Title Issue has not been resolved (and there is no dispute as to whether or not
it has been resolved), the amount withheld in the Defects Escrow with respect
thereto (together with any interest earned thereon) shall be released to Buyer
in accordance with the terms of the Defects Escrow Agreement. If, at the end of
the Defect Cure Period or Title Issue Cure Period, Sellers and Buyer are unable
to agree whether there has been a satisfactory resolution of a Post-Closing
Title Defect or a Post-Closing Title Issue, then such disagreement shall be
resolved as provided in Section 8.4;
provided, however, that, at the conclusion of the Title Issue Cure Period, if
Buyer and Sellers agree that the result of any Post-Closing Title Issue is a
Title Defect, Sellers may
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  elect to
attempt to cure such Title Defect within the remaining Defect Cure Period, in
which case the provisions of this Agreement applicable to Post-Closing Defects
will apply to such Title Defect.
  e.           The
portion of the original Exhibit C to the Agreement entitled “Township 14 North,
Range 12 West” is replaced with the Exhibit C entitled “Township 14 North, Range
12 West” attached to this Amendment, which is incorporated into the Agreement as
if originally set forth therein.
  
 3.           Ratification.  Except
as amended by this Amendment, the Agreement remains in full force and effect in
accordance with its terms.
  4.           Governing
Law.  Section 12.7 of the Agreement are hereby
incorporated into this Amendment by reference as if set out in full
herein.
  5.           Counterparts.  This
Amendment may be executed in counterparts, each of which shall be deemed an
original instrument, but all such counterparts together shall constitute but one
agreement.  Delivery of an executed counterpart signature page by
facsimile is as effective as executing and delivering this Amendment in the
presence of other Parties to this Agreement.
  IN
WITNESS WHEREOF, this Amendment has been signed by each of the Parties as of the
date first above written.
  SELLERS:
  LINN ENERGY HOLDINGS,
LLC, a
 Delaware
limited liability company
  By:          /s/ Mark E.
Ellis
 Mark E. Ellis, President and
Chief
 Operating Officer
  LINN OPERATING, INC.,
a Delaware
 corporation
 
 By:          /s/ Mark E.
Ellis
 Mark E. Ellis, President and
Chief
 Operating Officer
  
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  MIDCONTINENT
I, LLC
  By:          /s/ Mark E.
Ellis
 Mark E. Ellis, President and
Chief
 Operating Officer
 MIDCONTINENT II,
LLC
  By:          /s/ Mark E.
Ellis
 Mark E. Ellis, President and
Chief
 Operating Officer
  
 BUYER:
  DEVON ENERGY
PRODUCTION
 COMPANY, LP,
an Oklahoma limited
 partnership
  By:          /s/ Bradley A.
Foster
  Name:     Bradley A.
Foster
 Title:       Senior
Vice-President